Loading...
HomeMy WebLinkAbout3 - Legal Review Submission_ 2021 Lodging Tax Award Contract PSNM - FINALCity of Bremerton and Puget Sound Navy Museum Foundation 2021 Lodging Tax Agreement Page 1 of 6 TOURISM PROMOTION SERVICES AGREEMENT Puget Sound Navy Museum Foundation The City of Bremerton (“City”) and Puget Sound Navy Museum Foundation (“Organization”), referred to collectively as the “Parties,” enter into the following Agreement for Tourism Promotion services: I. Scope: The Organization shall provide tourism promotion services for the City. Tourism promotion shall mean activities and expenditures designed to increase tourism to the City. Tourism promotion activities may include, but are not limited to, advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists to the City. The Organization shall provide to the City a work plan attached hereto as Exhibit A setting forth its goals and objectives for successful tourism promotion. The event(s) promoted by Organization must occur within the agreement Term, unless otherwise agreed to in writing by the City. II. Term: This agreement shall commence on January 1, 2021 and shall continue in full force and effect until December 31, 2021 unless terminated earlier pursuant to Section IX of this Agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement City shall pay the Organization an amount not to exceed Five Thousand dollars and Zero cents. ($5,000.00) for Tourism Promotion services. However, funding for this Agreement is subject to the actual Hotel/Motel Tax funds received by the City. If Hotel/Motel Tax receipts are lower than budgeted funding may be decreased. A. Payment will be released when the following has been fulfilled: I. The Organization shall submit monthly billing invoices, by the 15th of the month following the end of the month or quarter in which services were performed or awarded, detailing how activities and services performed by the Organization during the preceding month have specifically promoted tourism in the City of Bremerton including measurable results. II. The Organization will provide proof of insurance, agree to the use of Automated Clearing House (ACH) Direct Deposit, a signed W-9, and current City Business license. B. Upon receipt of a conforming billing invoice, the City shall promptly process payment. If a billing invoice does not conform to this Agreement, the City may withhold payment until the invoice is brought into compliance. Sample of a conforming invoices and support is provided in Exhibit B. I. Such withholding does not relieve the Organization of its obligations under this Agreement. Failure by the Organization to submit all conforming billing invoices by January 10th, 2022 after the expiration of this Agreement may result in the forfeiture of remaining unbilled compensation. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF City of Bremerton and Puget Sound Navy Museum Foundation 2021 Lodging Tax Agreement Page 2 of 6 C. The Organization shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. IV. Relationship of Parties: The Organization represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. The Organization and its personnel are independent contractors and not employees of the City. The Organization and its personnel have no authority to bind the City or to control the City’s employees and other contractors. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of the Organization. Organization will be solely and entirely responsible for its acts and for the acts of the Organization's agents, employees, representatives and sub-consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work. As an independent contractor, the Organization is responsible for its own management. The City’s administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Organization or its personnel. As an independent contractor, Organization is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Organization. V. Indemnification: Organization shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed from the receipt of these funds shall not be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: Prior to and during the performance year covered by this Agreement, Organization shall provide the Risk Management Specialist for the City with evidence that it has obtained and maintains in full force and effect during the term of this Agreement Director’s and Officer’s insurance coverage of at least $500,000.00 per occurrence. It shall be an affirmative obligation upon Organization to advise the City’s Risk Management Specialist by fax at (360) 473- 5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF City of Bremerton and Puget Sound Navy Museum Foundation 2021 Lodging Tax Agreement Page 3 of 6 or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. VII. General Conditions: A. Reports and Information: When requested by the City, Organization shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested per Exhibit B. Organization shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Work Performed at Organization's Risk: Organization shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Organization's own risk, and Organization shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. C. Place of Work: The Organization shall perform the work authorized under this Agreement at its offices in Bremerton, Washington. Any necessary meetings with the City staff shall take place at the City's offices, or at locations mutually agreed upon by the parties. D. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. E. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. F. Modification: This Agreement may only be modified by written instrument signed by both Parties. G. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Contracts Administrator Organization Address City of Bremerton Puget Sound Navy Museum Foundation 345 6th Street, Suite 100 251 1st Street___________ Bremerton, WA 98337 Bremerton, WA 98337__ DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF City of Bremerton and Puget Sound Navy Museum Foundation 2021 Lodging Tax Agreement Page 4 of 6 H. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. I. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. J. Compliance with Laws: Organization shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. K. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. L. Attorneys’ Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney’s fees. M. Assignment: Any assignment of this agreement by the Organization without the written consent of the City shall be void. VIII. Equal Employment Opportunity Statement: In the hiring of employees for the performance of work under this Agreement, the Consultant, its subcontractors, or any person acting on behalf of Consultant shall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. X. Termination: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the other party, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of written notice and diligently completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all services Organization is providing to the City as of the effective date of termination. XI. Termination of Other Contracts. This Agreement shall supersede all prior Agreements between the parties relating to the use of Hotel/Motel Tax. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF City of Bremerton and Puget Sound Navy Museum Foundation 2021 Lodging Tax Agreement Page 5 of 6 CITY OF BREMERTON PUGET SOUND NAVY MUSEUM FOUNDATION By: Greg Wheeler By: its: Mayor its: _____ Date:____________________ Date:____________________ Approved as to form: Attest: ______________________ ________________________ Kylie J. Finnell, Bremerton City Attorney City Clerk, Angela Hoover DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF 11/19/2021President PSNMF ____________George Bieda 11/19/2021 __________________ City of Bremerton and Puget Sound Navy Museum Foundation 2021 Lodging Tax Agreement Page 6 of 6 EXHIBIT A Scope of Services This Agreement supports marketing activities for the Puget Sound Navy Museum in the City of Bremerton and promotes Lodging night stays, including the following activities: For CY2021, PSNMF allocated $8,550 – 18% of the organizational budget – for marketing. Due to the Museum’s 14-month closure, PSNMF allocated and spent an additional $1,070.96 for marketing the reopening of the Museum. We utilize a number of marketing initiatives to achieve marketing goals: Online: $1,650 YTD CY2021 The Museum’s online marketing presence consists of the museum website, online newspapers and magazine press releases/advertisements, online newspaper and community calendars, and social media platforms (Facebook/Instagram/Twitter/YouTube). We reach more than two million people each year through our website and social media platforms. Traditional Print & Distribution: $5,642.37 YTD CY2021 The Museum’s traditional print and distribution marketing presence comprises of advertisements, rack cards distributed via “Certified Folder”, gallery guides, and press releases. We also provide a number of printed materials each year to the Port of Bremerton and the American Constellation cruise ship as they have informed staff that the Puget Sound Navy Museum is one of the main draws for their stop in Bremerton. Postal Mail and Email: $588.72 YTD CY2021 The Museum’s postal mail and email marketing efforts include our annual report, postcards for major programs, events, and exhibits, as well as the monthly newsletter and other announcements. Media Inquiries, Public Relations, and Outreach: $0 YTD CY2021 The Museum engages with a number of national and local media and public affairs organizations as the need arises. These interactions usually allow the Museum to promote exhibits, education programs, etc. to the public at no cost. The Museum’s outreach marketing presence comprises of collaboration with local, state, and national Navy and civilian partners. Staff and Board Members attend a number of local, state, and national events and meetings each year to represent the Museum, present information about the Museum, and encourage tourism to Bremerton. These outreach events also increase awareness of Bremerton as a host location for U.S. Navy-related reunions. COVID-19 travel restrictions have limited our outreach in 2020/2021, but we hope to increase our efforts again as we are able. Wayfinding Signage: $1,076.96 YTD CY2021 Wayfinding signage such as the Museum’s highway/roadway signs serve as both wayfinding and marketing for those driving by or to Bremerton. Professional Organization Memberships: $355.00 YTD CY2021 Participation in professional organizations memberships, funded by the Foundation, increase awareness of the Museum and promote Bremerton as a host location for annual meetings and conferences. See the Media Inquiries, Public Relations, and Outreach: $0 YTD CY2021 in the paragraph above. DocuSign Envelope ID: 72730865-AA12-43C3-9E0E-266F16D08DFF